Friends of the Mercer Library

[Watson]

[Received by Robert Workinger on 08 February 2021 from the Mercer Librarian & the President of Friends... .]

 

"Another question about the Friends of the Mercer Library bylaws has come up. The officers of the Friends have the authority to make emergency decisions between regular meetings. Occasionally we need to authorize payment of something that can't wait until a meeting. But, then Article V, Section 5, quoted below, seems to say that the action must be approved or disapproved at the next regular meeting. But how can they disapprove of an action that has already been taken? Also, FYI, the officers are the only officially listed members other than the very large list of donors. Anyone can attend meetings, so really the officers are the only ones who must attend regularly and I assume the only ones truly responsible for taking care of business."

 

"Can we strike out that part that says members must approve/disapprove an action already taken?"

 

"Article V, Section 5

Section 5.   The elected officers shall be known as the Board of Directors and shall have the

       authority to transact any emergency business between scheduled meetings and to

      make recommendations concerning all policies. Any actions so taken shall be

      reported at the next regular meeting of the membership and shall be acted upon

      (approved or disapproved) by a majority of the members present."

[Richard Brown]

12 minutes ago, Watson said:

[Received by Robert Workinger on 08 February 2021 from the Mercer Librarian & the President of Friends... .]

 

"Another question about the Friends of the Mercer Library bylaws has come up. The officers of the Friends have the authority to make emergency decisions between regular meetings. Occasionally we need to authorize payment of something that can't wait until a meeting. But, then Article V, Section 5, quoted below, seems to say that the action must be approved or disapproved at the next regular meeting. But how can they disapprove of an action that has already been taken? Also, FYI, the officers are the only officially listed members other than the very large list of donors. Anyone can attend meetings, so really the officers are the only ones who must attend regularly and I assume the only ones truly responsible for taking care of business."

 

"Can we strike out that part that says members must approve/disapprove an action already taken?"

 

"Article V, Section 5

Section 5.   The elected officers shall be known as the Board of Directors and shall have the

       authority to transact any emergency business between scheduled meetings and to

      make recommendations concerning all policies. Any actions so taken shall be

      reported at the next regular meeting of the membership and shall be acted upon

      (approved or disapproved) by a majority of the members present."

Since the bylaws require emergency actions by the board (officers) to be ratified (approved or disapproved) at the next meeting of the membership, that is what must be done.  If it is not done, the officers who took action without approval could possibly be held personally responsible and any action taken as emergency action would be null and void, or at least could be declared null and void upon a point of order.  Any such emergency action would likely constitute a continuing breach.

I think that is a bylaw provision your organization might want to consider changing through the proper process for amending the bylaws.  It cannot be simply ignored or suspended.

Ultimately, it is up to the members of your organization to determine what happens to "emergency" actions taken but not ratified.

Edited to add:  For information in RONR on ratification you might see sections 10:52-57.  You might also see section 9:15 and Official Interpretation 2020-1 on the main website: (Scroll way down to # 2020-1). https://robertsrules.com/official-interpretations/#interpretations.

Edited February 10, 2021 at 09:53 PM by Richard Brown
Added last paragraph

[Watson]

Richard: Thank you very much for your excellent explanation. Wendy now asks me for the appropriate wording of a bylaw that would deal with 'emergency' situations, especially where a financial payment is involved. Of course, one should err on the side of caution. Could you (or others) possibly relate actions taken by other organizations in similar situations? My personal first thought was consultation with an attorney -- hopefully long before such a situation arises.

[Josh Martin]

10 hours ago, Watson said:

Richard: Thank you very much for your excellent explanation. Wendy now asks me for the appropriate wording of a bylaw that would deal with 'emergency' situations, especially where a financial payment is involved. Of course, one should err on the side of caution. Could you (or others) possibly relate actions taken by other organizations in similar situations? My personal first thought was consultation with an attorney -- hopefully long before such a situation arises.

Since you say that "the officers are the only officially listed members other than the very large list of donors. Anyone can attend meetings, so really the officers are the only ones who must attend regularly and I assume the only ones truly responsible for taking care of business," it's not clear to me that the grant of authority to the board in this regard should necessarily be limited to "emergency" situations. It sounds like you actually want the board to take care of pretty much all business, not just emergencies. Such a provision might read something like this:

"The Executive Board [or “Board of Directors,” etc.] shall have full power and authority over the affairs of the Society except… [specifying classes of business over which the assembly of the society is to retain sole authority]." RONR (12th ed.) 56:43

The types of classes of business reserved for the society's membership often involve matters such as electing the board, amending the bylaws, or discipline.

To the extent that there is a concern that matters might arise even between regular board meetings which the board must address, it would seem prudent to authorize special meetings of the board to be called. The wording might be something like this "Special meetings of the Board may be called by the President and shall be called upon the written request of [a number] members of the Board. The purpose of the meeting shall be stated in the call, which shall be sent to all board members at least [a number] days before the meeting." Adapted from RONR (12th ed.) 56:63-56:64

If there is a desire to be able to transact business without holding a meeting whatsoever, RONR recommends against conducting business in that manner. Some organizations will provide something like "The board may take action without a meeting with the written consent of all members of the board." This would allow the board to act on urgent matters if all members agree, and if they do not, then a special meeting may be called.

I tend to prefer not to specify that certain powers can be exercised only in an "emergency," as this inevitably leads to arguments about whether a given situation constitutes an "emergency". Rather, the provisions above leave it to the board's judgment whether a particular matter warrants urgent action, or if it can wait until a special meeting (or even until a regular meeting).

[Guest Puzzling]

It looks like there are 2 (semi- independent?) Associations here.

The mercer library and the friends off  mercer library  associations.

The bylaws of the friends association should refer back to the library association.

Also how do you prevent the board from going rouge? Who can have control  of them? 

I think therefore that the bylaws need very careful formulation. Not something we can do at this forum (sadly)

 

 

 

[Richard Brown]

45 minutes ago, Guest Puzzling said:

Also how do you prevent the board from going rouge? Who can have control  of them? 

Easily. Just use the customary provision that the board shall have the authority to act only between meetings of the general membership and that no action of the board shall conflict with an action of the membership (or that The membership may overrule actions of the board).

[Richard Brown]

52 minutes ago, Guest Puzzling said:

The bylaws of the friends association should refer back to the library association.

Not necessarily, other, perhaps, then a statement that the purpose of the friends of the library is to support the Mercer library.

[Richard Brown]

@WatsonI agree with the comments two or three posts up by Josh Martin. If you desire to somewhat limit the power of the board, consider my first response to guest puzzling above.

[Watson]

Wendy Thiede	Feb 11, 2021, 4:44 PM (22 hours ago)		https://mail.google.com/mail/u/0/images/cleardot.gif https://mail.google.com/mail/u/0/images/cleardot.gif
Thank you, Robert.

Very interesting posts.  The Friends of the Mercer Library is a separate entity from the Mercer Library and is a non-profit organization whose purpose is to support and raise funds for the library. It is not an official government board or committee, but we operate under Roberts Rules.

 

Wendy

[elseygirl]

6 minutes ago, Watson said:

Wendy Thiede	Feb 11, 2021, 4:44 PM (22 hours ago)		https://mail.google.com/mail/u/0/images/cleardot.gif https://mail.google.com/mail/u/0/images/cleardot.gif
Thank you, Robert.

Very interesting posts.  The Friends of the Mercer Library is a separate entity from the Mercer Library and is a non-profit organization whose purpose is to support and raise funds for the library. It is not an official government board or committee, but we operate under Roberts Rules.

 

Wendy

If anyone can attend, then there aren't really "members" are there?  I know our local friends of the library group has members who pay dues annually.